EXHIBIT 10.1


 


SEPARATION AGREEMENT AND RELEASE OF CLAIMS

Elmer Baldwin


 


I.              Definitions.  I intend all words used in this Separation
Agreement and Release of Claims (“Agreement”) to have their plain meanings in
ordinary English.  Specific terms that I
use in this Agreement have the following meanings:


 


A.            I, me, and my
include both me (Elmer Baldwin) and anyone who has or obtains any legal rights
or claims through me.


 


B.            Analysts International means Analysts
International Corporation and any related or affiliated business entities in
the present or past, including without limitation, its or their predecessors,
successors, parents, subsidiaries, affiliates, joint venture partners, and divisions.


 


C.            Company means Analysts
International; the present and past Board of Directors, shareholders, officers
and employees of Analysts International; Analysts International’s insurers; and
anyone who acted on behalf of Analysts International or on instructions from
Analysts International.


 


D.            My Claims means any and all claims, actions, rights, causes of
action and demands, known or unknown, arising at law, in equity, or otherwise,
from the beginning of time and continuing through and up to the date on which I
sign this Agreement, which I have or may have against the Company, including without limitation:


 


1.             all claims arising out of or relating to my
employment with Analysts International or the termination of that employment,
including but not limited to any claims based on, relating to or arising out of
My Employment Agreement (as such term is hereinafter defined);


 


2.             all claims arising out of or relating to the
statements, actions or omissions of the Company;


 


3.             all claims for any alleged
unlawful discrimination, harassment, retaliation or reprisal, or other alleged
unlawful practices arising under any federal, state, or local statute,
ordinance, or regulation, including without limitation claims under Title VII
of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et  seq.; the
Age Discrimination in Employment Act, as amended by the Older Workers Benefit
Protection Act of 1990, 42 U.S.C. § 2000e et seq.; the
Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.;  the Civil
Rights Act of 1866, 42 U.S.C. § 1981; the Civil Rights Act of 1991, 42 U.S.C. §
1981a; the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.;
the National Labor Relations Act, 29 U.S.C. § 151 et seq.;
the Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq.;
the Sarbanes-Oxley Act, 15 U.S.C. § 7201 et seq.; the
Genetic Information Nondiscrimination Act of 2008, Pub. L. No. 110-233, 122
Stat. 881 (codified as amended in scattered sections of 29 U.S.C. and 42
U.S.C.); the Employee Retirement Income Security Act (except for any vested
claim for benefits under a qualified retirement plan that may be brought
pursuant to 502(a)(1)(B) of ERISA), 29 U.S.C. § 1001 et seq.;
the Worker Adjustment and Retraining 


 


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Notification Act, 29 U.S.C. § 2101 et seq.; the
Equal Pay Act (codified in scattered sections of 29 U.S.C.); the Minnesota
Human Rights Act, Minn. Stat. § 363A.01 et seq.; any
applicable local human rights ordinance; and any claim arising under Minn.
Stat. Chapters 177 and 181;


 


4.             all claims for alleged wrongful discharge;
breach of contract; breach of implied contract; failure to keep any promise;
breach of a covenant of good faith and fair dealing; breach of fiduciary duty;
estoppel; my activities, if any, as a “whistleblower”; defamation; infliction
of emotional distress; fraud; misrepresentation; negligence; harassment;
retaliation or reprisal; constructive discharge; assault; battery; false
imprisonment; invasion of privacy; interference with contractual or business
relationships; any other wrongful employment practices; and violation of any
other principle of common law;


 


5.             all claims for compensation of any kind,
including without limitation, salary, wages, bonuses, commissions, stock-based
compensation, vacation pay, paid time off, fringe benefits, and expense reimbursements;


 


6.             all claims for reinstatement or other
equitable relief; back pay, front pay, compensatory damages, damages for
alleged personal injury, liquidated damages and punitive damages; and


 


7.             all claims for attorneys’ fees, costs and
interest.


 


However, My Claims does not include any claims that the law does
not allow to be waived or any claims that may arise after the date on which I
sign this Agreement.


 


II.            Termination of Employment and
Agreement to Release My Claims.


 


A.            My employment with Analysts
International has been terminated without cause pursuant to Section 6.5 of my
employment agreement with the Company (the “Employment Agreement”) with an
effective termination date of December 14, 2009, and a corresponding employment
contract termination date of January 13, 2010. 
Pursuant to the Employment Agreement, I will continue to receive my pay
and benefits (including but not limited to medical insurance) as an employee
through January 13, 2010. I further acknowledge and agree that my position as a
member of the Analysts International Board of Directors has also terminated
effective December 14, 2009.  Provided I
perform all of my obligations under this Agreement and do not revoke this
Agreement within the fifteen (15) day revocation period as set forth below, I
will receive severance (“Severance Compensation”) from Analysts International
as follows:


 


i.              Analysts International will
continue to pay my regular base salary of $450,000 per annum for twelve (12)
months beginning as of January 13, 2010 (at the same time and on the same
schedule as salary payments are generally made to employees of Analysts
International, at my current rate of pay and subject to normal withholdings);
and


 


ii.             Analysts International will
reimburse my medical insurance premium payments made under the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”) for a period of up to six (6)
months starting as of February, 2010, the first month after my coverage as an
employee ends, provided that Analysts International receives sufficient
evidence of proof of such payments during the COBRA period.


 


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I understand that I may continue my COBRA coverage
at my own expense for any remaining period of COBRA eligibility after Analysts
International stops its monthly premium payments.  I understand that the date of my employment
contract termination, January 13, 2010, is my qualifying event for COBRA
purposes.  I understand that I will have
90 days following January 13, 2010, to exercise any of my vested stock options
of Analysts International.  I understand that pursuant to the terms of
the applicable Analysts International plan documents, all of my unvested stock
options are forfeited.  In addition, as
provided by Section 5 of the Employment Agreement, Analysts International will
keep all Directors and Officers insurance policies current and identify me on
all such policies, if appropriate.


 


B.            My Severance Compensation is
contingent upon me signing and not revoking this Agreement as provided
below.  I understand and acknowledge that
the Severance Compensation is in addition to anything of value that I would be
entitled to receive from Analysts International if I did not sign this
Agreement or if I revoked this Agreement.


 


C.            In exchange for the
Severance Compensation, I give up, settle and release all of My Claims and I
agree to abide by this Agreement in all respects.  I understand and agree that through this
release I am extinguishing all of My Claims occurring up to the date on which I
sign this Agreement.  The Severance
Compensation that I am receiving is a fair compromise for my undertakings in
this Agreement.


 


D.            Notwithstanding the
foregoing, I understand that nothing contained in this Agreement purports to
limit any right I may have to file a charge with the Equal Employment
Opportunity Commission or other administrative agency or to participate in an
investigation or proceeding conducted by the Equal Employment Opportunity
Commission or other investigative agency. 
This Agreement does, however, waive and release any right to recover
monetary damages resulting from such investigation or litigation.


 


III.           No
Admission of Liability.  Even though Analysts International will
provide Severance Compensation for me to settle and release My Claims and to
otherwise abide by this Agreement, the Company does not admit that it is
responsible or legally obligated to me. 
In fact, the Company denies that it is responsible or legally obligated
to me for My Claims, denies that it engaged in any unlawful or improper conduct
toward me, and denies that it treated me unfairly or acted wrongfully.


 


IV.           Acknowledgement
of Risk of Change in Facts or Law.  I acknowledge that the facts and the law
material to this Agreement may turn out to be different from or contrary to my
present belief, and I assume the risk that such differences may arise.  I acknowledge and represent that I have not
relied on any representations of the Company or the Company’s counsel in
entering into this Agreement.  Once the
fifteen (15) day revocation period below has expired, I intend that the release
granted herein shall be final, complete, irrevocable and binding in all events
and circumstances whatsoever.


 


V.            Advice
to Consult with an Attorney.  My decision whether to sign this Agreement is
my own voluntary decision made with full knowledge that the Company has advised
me to consult with an attorney.


 


VI.           Period
to Consider this Agreement.  I understand that I have through January 8,
2010 (which, I acknowledge, is no less than twenty-one (21) calendar days from
the date I first received this Agreement) to consider whether I wish to sign
this Agreement.  I understand that if I
sign this Agreement prior to January 8, 2010, or choose to forego the advice of
legal counsel, I do so freely and knowingly, and I waive any and all further
claims that such action or actions would affect the validity of this
Agreement.  I understand that any changes
to this Agreement, whether material or not material, do not restart the period
during which I can consider whether to sign this Agreement.


 


If I elect not to execute and return this Agreement on or
before January 8, 2010, I further understand that the offer contained herein
shall terminate and Analysts International shall be under no obligation to 


 


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provide the Severance Compensation and the benefits provided
herein.


 


VII.         My Right to Revoke this Agreement.  I understand that I have the right to revoke
the release of claims contained in Paragraph II with regard to claims arising
under the Minnesota Human Rights Act, Minnesota Statutes Chapter 363A, within
fifteen (15) calendar days of my signing this Agreement, and with regard to my
rights arising under the federal Age Discrimination in Employment Act, 29
U.S.C. § 621 et seq., within seven (7) calendar days of my signing this
Agreement.  The two revocation periods
shall run concurrently.  This Agreement
will not become effective or enforceable unless and until the fifteen (15) day
revocation period has expired without my revoking it.  I understand that if I revoke this Agreement,
all of Analysts International’s obligations to me under this Agreement will
immediately cease and terminate, and Analysts International will owe me no
amounts hereunder.  If I do not revoke
thisAgreement within said fifteen (15) day period, I understand that Analysts
International will begin to pay the Severance Compensation to me when that
fifteen (15) day period expires.


 


VIII.        Procedure for Accepting or
Revoking this Agreement.  To accept the terms of this Agreement, I must
deliver the Agreement, after I have signed and dated it, to Analysts
International by hand or by certified mail, return receipt requested on or
before January 8, 2010.  To revoke my
acceptance, I must deliver a written, signed statement that I revoke my
acceptance by hand or by certified mail, return receipt requested, within the
fifteen (15) day revocation period.  All
certified mailings and hand deliveries must be made to Analysts International
at the following address:


Jill Dose

Analysts International Corporation

3601 West 76th Street

Edina, MN 55435


 


If
I choose to deliver my acceptance or the revocation of my acceptance by mail,
it must be:


 


1.             postmarked within the period stated above;
and


2.             properly
addressed to Jill Dose, Analysts International, at the address stated above.


 


IX.           Non-disparagement.  Both I and the Company agree not to make
negative or disparaging remarks or comments about each other, including, in the
case of the Company, about its officers, directors, management, employees,
products or services.


 


X.            Non-solicitation
and Non-Interference.  I acknowledge and agree to abide by the
Restrictions against Solicitation and Non-Interference provisions of Section 13
of my Employment Agreement, for which I acknowledge sufficient prior
consideration was given.


 


XI.           Restrictions
Against Competition.  I acknowledge and agree to abide by the
Restrictions against Competition provisions of Section 14 of my Employment
Agreement, for which I acknowledge sufficient prior consideration was given.


 


XII.         Confidentiality.  I agree that I will keep confidential, and
will not use for my benefit or for the benefit of any other company or person,
confidential Analysts International business information (including, but not
limited to, the identity of Analysts International customers and prospective
customers and their requirements for IT consulting and other services provided
by Analysts International), salary information, contract rates and contract
expiration dates, details of Analysts International projects, business,
marketing and strategic plans, and Company or office financial
information.  I recognize that the
Company has furnished any information of this type to me in confidence on the
understanding that I would not disclose or use it for the advantage of myself
or anyone other than Analysts International.


 


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XIII.        Return of Property.  I agree that I will not retain any copies of
Company property or documents.  I agree
that this obligation is ongoing and that if I subsequently discover any
additional Company property that I will promptly return it to Analysts
International.  I represent that I have
delivered and returned to the Company (or will do so not later than the close
of business on December 14, 2009) (a) all materials of any kind in my
possession (or under my control) incorporating Confidential Information (as
such term is defined in any applicable agreement between me and the Company) or
otherwise relating to the Company’s business (including but not limited to all
such materials and/or information stored on any computer or other storage
device owned or used by me), and (b) all Company property in my possession (or
under my control), including (but not limited to) computers, computer software
applications, cellular telephones, pagers, credit cards, keys, records, files,
manuals, books, forms, documents, letters, memoranda, data, tables,
photographs, video tapes, audio tapes, computer disks and other computer
storage media, all materials that include trade secrets, and all copies,
summaries or notes of any of the foregoing. 
This excludes Board materials previously provided to me in my capacity
as a Board member.


 


XIV.        No Other Promises or
Representations.  I agree that no
promise or representation, other than the promises and representations
expressly contained in this Agreement, has been made to me by the Company.


 


XV.         Interpretation of this Agreement.  This Agreement should be interpreted as
broadly as possible to achieve my intention to resolve all of My Claims against
the Company and to otherwise fulfill my obligations under this Agreement.  If any provision of this Agreement is found
to be illegal and/or unenforceable, such provision shall be severed and
modified to the extent necessary to make it enforceable; and as so severed or
modified, the remainder of this Agreement shall remain in full force and effect
and enforceable with respect to the release of all the remainder of My Claims.


 


XVI.        Voluntary Release.  I have read this Agreement carefully.  I understand all of its terms.  In signing this Agreement, I have not relied
on any statements or explanations made by the Company except as specifically
set forth in this Agreement.  I am
voluntarily releasing My Claims against the Company without coercion, duress or
reliance on any representations by the Company including, but not limited to,
any Analysts International employee, agent or attorney and I am voluntarily
undertaking my other obligations under this Agreement without coercion, duress
or reliance on any representations by any Analysts International employee,
agent or attorney.  I intend this
Agreement to be legally binding.


 


XVII.      Non-Disclosure of this Agreement.  I agree that the terms of
this Agreement are confidential.  I will not, directly or indirectly, disclose
any of the terms of this Agreement to anyone other than my immediate family or
counsel, except as such disclosure may be required for accounting or tax
reporting purposes or as otherwise may be required by law (for example, by
subpoena or other compulsory legal process).


 


XVIII.     Governing Law; Jurisdiction and Venue.  This Agreement is governed by and shall be construed
in accordance with the laws of the State of Minnesota and any dispute related
thereto shall be exclusively venued in the state courts of Minnesota located in
Hennepin County, Minnesota.  In the event
litigation results involving this Agreement, the unsuccessful party agrees to
pay the prevailing party’s reasonable attorneys’ fees and costs.


 


XIX.        Other Agreements.  I understand that this Severance Agreement
and Release of Claims and the employee benefit plans of Analysts International
in which I will continue as a participant following my termination from
employment contain all of the agreements between the Company and me.  Except as expressly provided herein, these
agreements expressly supersede all other written and oral agreements the
Company and I may have, including, but not limited to, the Amended and Restated
Employment Agreement that I signed on August 19, 2008 and the Change of Control
Agreement attached as Exhibit A thereto with an effective date of November 1,
2007 (collectively, “My Employment Agreement”). 
I fully 


 


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understand and acknowledge that this Agreement supersedes
and replaces My Employment Agreement and that, from and after the effective
date of this Agreement, except as expressly provided herein and except for Section
17 of My Employment Agreement, I will not have any rights under My Employment
Agreement or any exhibit thereto, whether to severance, change of control
payments, stock options, or otherwise.  Except
as expressly provided herein, the only provision of My Employment Agreement
that shall have any force or effect after the effective date of this Agreement
shall be Section 17 thereof (“Survival”). 
Any additions or changes to this Agreement must be in writing and signed
by both parties.


 


XX.         Survival.  I understand that the provisions of this Agreement that, by
their nature and content, must survive the completion, revocation, termination
or expiration of this Agreement in order to achieve the fundamental purposes of
this Agreement (including but not limited to the provisions of paragraphs II,
IX, X, XI, XII and XIII of this Agreement) will survive the termination of my
employment and the termination, for any reason, of this Agreement.


 


XXI.        Release as
Evidence.  I understand and agree that in the event that
any claim, suit or action shall be commenced by me against the Company,
including, but not limited to, claims, suits or actions relating to my
employment with Analysts International through this date, this Agreement shall
constitute a complete defense to any such claims, suits or actions so
instituted.


 


By signing below, I, Elmer Baldwin, acknowledge and agree to the
following:


 


·      I have had adequate time to
consider whether to sign this Separation Agreement and Release of Claims.


·      I have read this Separation
Agreement and Release of Claims carefully.


·      I understand and agree to
all of the terms of the Separation Agreement and Release of Claims.


·      I am knowingly and
voluntarily releasing my claims against the Company (as defined herein) to the
extent expressly set forth in this Separation Agreement and Release of Claims.


·      I have not, in signing this
Separation Agreement and Release of Claims, relied upon any statements or
explanations made by the Company except as for those specifically set forth in
this Separation Agreement and Release of Claims.


·      I intend this Separation
Agreement and Release of Claims to be legally binding.


·      I am signing this Separation
Agreement and Release of Claims on or after my last day of employment with
Analysts International Corporation.


 


 


	
  Elmer
  Baldwin

  	
   

  	
  Analysts
  International Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Randy Strobel

  
	
   

  	
   

  	
   

  
	
  /s/
  Elmer Baldwin*

  	
   

  	
  Title:
  CFO

  
	
   

  	
   

  	
   

  
	
  Date
  signed:   12/23/09

  	
   

  	
  Date
  signed: 12/23/09

  



 


 


 


*
This Agreement does not release my rights to payment under the SERP plan.


 


	
   

  	
  EB

  	
  RS  12/23/09

  



 


Firmwide:93423656.2 058609.1000


 


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